Terms of Service
Last Updated: March 31, 2025
Please read these Terms of Service (“Terms”) carefully before using W5processing.Inc’s document processing services. These Terms form a legal agreement between W5processing.Inc (the “Company,” “we,” “us,” or “our”) and the client or user (“Client,” “you,” or “your”) who uses our Services. By accessing or using our Services, you acknowledge that you have read, understood, and agree to be bound by these Terms. If you are entering into these Terms on behalf of an organization, you represent that you have the authority to bind that organization. If you do not agree to these Terms, you must not use the Services.
Contact Information:
Email: info@w5processing.com
Phone: +1 954 928 9101
2. Description of Services
and AI Usage
2.1. Services Overview: The Company provides a secure document processing service that leverages advanced artificial intelligence to handle complex medical and insurance documentation. Our Services can automatically separate combined documents, recognize and extract text and data (including optical character recognition and entity recognition for medical information), and generate summaries or analyses of those documents. These features are designed to assist insurance companies, medical institutions, and other Clients in efficiently reviewing and understanding large sets of medical records and related documents.
2.2. AI-Powered Processing: The core of our Service is powered by an AI model provided by our AI Provider, Anthropic. This means that when you upload or submit documents to our platform, our system utilizes Anthropic’s AI (via a secure API connection) to analyze your documents and produce the requested outputs (such as summaries or structured data). The AI uses machine learning algorithms to interpret content; no human manually reviews your documents as part of the standard processing. You acknowledge that due to the nature of AI technology, the outputs are generated by an automated system and not by human judgment.
2.3. Intended Use; No Professional Advice: The Services and any AI-generated summaries or insights are intended to assist you in your internal operations (e.g., claims processing, medical record review) and do not constitute professional medical, legal, or other advice. You are responsible for how you use the outputs. The AI-generated summaries should be reviewed by qualified personnel and should not be relied upon as the sole basis for any decision regarding patient care, insurance coverage, or any other critical matter. The Company does not guarantee that the AI’s outputs are 100% accurate, complete, or up-to-date, and you remain responsible for verifying the results before using them in any official capacity.
Client agrees not to rely on any AI Output as a sole or authoritative source when making decisions involving insurance eligibility, medical assessment, benefits approval, or legal compliance. Outputs must be treated as unverified drafts and are subject to errors or omissions. All critical decisions must be validated by licensed professionals before being implemented or communicated to any third party.
2.4. Updates and Enhancements: The Company may continually improve and update the Services (including updating the AI models or algorithms) to enhance accuracy, performance, and security. We will use commercially reasonable efforts to notify Clients of any major changes that materially affect the Service features or performance. However, any new features or enhancements will also be subject to these Terms.
3. Third-Party AI Provider
and Anthropic Terms
3.1. Use of Anthropic’s AI Service
You acknowledge and agree that the Services provided by W5processing.Inc rely on a third-party AI Provider, Anthropic PBC, for the AI functionality. Anthropic’s technology processes your Inputs and generates Outputs on our behalf. As such, Anthropic’s Commercial Terms of Service (the “Anthropic Terms”) are hereby incorporated by reference into these Terms. These terms are available here.
This means that the provisions of the Anthropic Terms that govern the use of the AI Services (including but not limited to data handling, ownership of outputs, disclaimers of warranties, and limitations of liability) also apply to your use of our Services. In the event of any direct conflict between the Anthropic Terms and these Terms with respect to the AI services, the Anthropic Terms shall take precedence for issues related to the AI functionality, and these Terms shall be interpreted to be consistent with the Anthropic Terms to the maximum extent possible.
3.2. Acknowledgment of Anthropic’s Role and Responsibilities
W5processing.Inc integrates Anthropic’s AI service through a commercial API and does not control the internal logic or operation of Anthropic’s AI model. All responsibility for the behavior, performance, and data processing of the AI model rests with Anthropic. In particular, Anthropic is responsible for:
• The accuracy and content of the AI-generated Outputs. W5processing.Inc makes no independent guarantee of the accuracy, reliability, completeness, or fitness of such Outputs for any specific purpose.
• The handling and processing of data by the AI system. Anthropic’s infrastructure receives and processes your Inputs to generate Outputs. According to the Anthropic Terms, Anthropic disclaims any ownership in your Inputs and Outputs and will not use your Inputs to train its models. Anthropic also makes available a Data Processing Addendum to address privacy obligations.
• Uptime, availability, and performance issues of the AI service. While W5processing.Inc will use reasonable efforts to maintain overall service continuity, any degradation, outage, or technical issue originating from Anthropic’s infrastructure is outside the Company’s control and responsibility.
3.3. Disclaimers Relating to AI Service
Because the core AI functionality is provided by Anthropic, W5processing.Inc disclaims all liability for any acts, omissions, or failures of Anthropic. Specifically:
• No Additional Warranty: The Anthropic AI is provided “as is” and “as available,” and W5processing.Inc does not extend any warranties beyond those provided under the Anthropic Terms. Any implied warranties, including but not limited to merchantability, fitness for a particular purpose, or non-infringement, are expressly disclaimed to the fullest extent permitted by law.
• Liability Pass-Through: To the extent Anthropic limits or excludes liability in the Anthropic Terms, those same limitations and exclusions apply equally to W5processing.Inc for any issue arising out of or relating to the Outputs or AI functionality. W5processing.Inc shall not be liable for any damages resulting from the AI services beyond what Anthropic would be liable for under its own terms.
• No Control Over AI Outputs: You understand and accept that AI systems may produce incorrect, outdated, incomplete, or misleading content. These occurrences—sometimes referred to as “hallucinations”—are a known limitation of AI technologies. W5processing.Inc is not responsible for any AI-generated content that is factually incorrect, contextually inappropriate, or otherwise objectionable. You must independently verify any Output before relying on it for critical decisions.
3.4. Compliance with Anthropic Policies
As a condition of using the AI functionality provided by Anthropic, you agree to comply with Anthropic’s Acceptable Use Policy and other relevant documentation referenced in the Anthropic Terms. These policies are available here.
You agree not to:
• Submit Inputs that contain illegal, infringing, or otherwise restricted content;
• Use the Outputs to generate or disseminate unlawful, discriminatory, or harmful material;
• Use the Services in any manner that violates applicable laws or Anthropic’s usage restrictions.
W5processing.Inc will inform you of any Anthropic policy updates that materially affect your permitted use of the AI component. If Anthropic imposes technical, content, or legal restrictions that require changes to how the Services operate, W5processing.Inc reserves the right to implement those changes without liability, provided reasonable notice is given.
3.5. Third-Party Beneficiary
To the extent necessary to protect its rights and enforce its policies, Anthropic PBC is an intended third-party beneficiary of this Section 3. Anthropic shall have the right (but not the obligation) to enforce its incorporated Terms, usage restrictions, and liability limitations directly against any Client that uses the AI functionality under this Agreement.
Except where explicitly stated in this Section, these Terms do not grant any rights to third-party beneficiaries.
4. Client Obligations
and Acceptable Use
4.1. Lawful Use and Compliance
You agree to use the Services only for lawful purposes and in compliance with all applicable laws and regulations, including but not limited to those governing privacy, data protection, and information security. If you are an insurance company, healthcare provider, or other entity processing personal or health information, you represent and warrant that you have obtained all necessary consents and authorizations from data subjects or that another lawful basis under HIPAA, PIPEDA, GDPR, or other applicable law permits such disclosure to W5processing.Inc. Upon request, you agree to provide supporting documentation evidencing such authority. You further acknowledge that W5processing.Inc is not responsible for verifying your authority to process the data you submit.
4.2. Prohibited Uses
You shall not misuse the Services. In particular, you agree not to do any of the following:
• Unauthorized Data Types: Upload or submit any data that you are not authorized to share or that is illegal to possess or process (e.g. unlawfully obtained records, or any content that violates intellectual property rights of others). You also shall not submit highly sensitive personal information (such as social insurance numbers, credit card numbers, etc.) unless necessary for the Service, and if you do, you are responsible for compliance with any specific handling requirements for such data.
• Malicious Use: Use the Services to attempt to probe, scan, or test the vulnerability of any system or network, or to breach security or authentication measures. You may not introduce viruses, malware, or any other harmful code into the Service or use the Service to distribute any such code.
• Interference: Interfere with or disrupt the integrity or performance of the Services or the data contained therein. This includes not attempting to overload the Service, perform denial-of-service attacks, or otherwise interfere with the infrastructure.
• Misuse of AI Outputs: Use the AI-generated Outputs for any unlawful or harmful activities, such as making decisions that unlawfully discriminate or otherwise violate applicable laws. You should not present AI Outputs as fact without appropriate verification, especially in contexts (like medical or insurance decisions) where inaccuracies could cause harm.
• Reverse Engineering and Competitive Use: Attempt to reverse-engineer, decompile, or otherwise extract the underlying models or algorithms of the AI Provider’s services. You also agree not to use the Service to develop or improve a competing artificial intelligence system or service. For example, you must not use the Outputs or any portion of the Service to train or enhance other AI models in a way that competes with our Service or Anthropic’s services (except to the extent such restriction is prohibited by law).
4.3. Account Security
If the Service requires you to have an account or API credentials, you are responsible for maintaining the confidentiality of your login information and API keys. You must promptly notify W5processing.Inc of any unauthorized access to or use of your account or the Service. We are not liable for any loss or damage arising from your failure to secure your account credentials.
4.4. Human Oversight and Verification
You are solely responsible for verifying and validating all results obtained from the Service. You acknowledge that all Outputs are automatically generated by an artificial intelligence system without human oversight, and may contain errors, outdated content, or incomplete interpretations. You agree that any AI-generated summaries or insights must be independently reviewed by qualified personnel before being relied upon for clinical, legal, regulatory, insurance, or financial decisions. The Service is a tool to assist professional review and must not be used as a substitute for it. You further agree to inform all relevant personnel and end-users that AI Outputs are non-final, non-certified, and require independent human judgment before any operational use.
Client agrees not to rely on any AI Output as a sole or authoritative source when making decisions involving insurance eligibility, medical assessment, benefits approval, or legal compliance. Outputs must be treated as unverified drafts and are subject to errors or omissions. All critical decisions must be validated by licensed professionals before being implemented or communicated to any third party.
4.5. Breach of Acceptable Use
If W5processing.Inc suspects, in its reasonable opinion, that you are violating this Section 4 (Client Obligations and Acceptable Use), we reserve the right to suspend or terminate your access to the Services, or take other appropriate remedial measures, with or without notice. We will make good faith efforts to notify you and provide an opportunity to remedy any violation when practicable and lawful. You agree to cooperate with any investigation into Service misuse.
5. Fees and Payment
(If Applicable)
This Section applies if you have a separate agreement or order form that specifies fees for the Services.
If the Services are provided for a fee, you agree to pay all applicable fees as specified in your contract, order form, or invoice with W5processing.Inc. Unless otherwise stated, fees are in Canadian dollars for Canadian clients or U.S. dollars for U.S. clients, and are due within [X] days of invoice. Late payments may be subject to interest at [Y]% per month (or the highest rate permitted by law, if lower). W5processing.Inc reserves the right to suspend Services for non-payment after providing written notice and an opportunity to cure as per the applicable agreement. All fees are exclusive of any applicable taxes; you are responsible for any sales, use, value-added, or other taxes or duties owed under these Terms (excluding taxes on W5processing.Inc’s income).
If your use of the Services is subject to a separate master services agreement or order form with W5processing.Inc, the payment terms in that agreement will apply. In case of conflict between these Terms and your signed contract regarding fees, the contract terms prevail.
5.1. Per-Page Billing Packages
Under this model, Clients are billed post factum. You agree to pay a pre-agreed per-page rate for all documents processed during the preceding month. The rate per page is defined in a separate agreement. The total number of pages processed each month is visible in your client dashboard and is also emailed to your registered email address on the last calendar day of each month.
5.2. Monthly Subscription Packages
Under this model, Clients pay a fixed monthly fee. A free trial period may apply. After the trial period ends, the Client agrees to prepay for each upcoming month. Each subscription tier includes a specific page volume, which is defined in a separate agreement along with the applicable monthly fee. If the number of processed pages exceeds the agreed monthly cap, overage charges may apply according to the terms of the separate agreement.
5.3. Payment Methods
Payment can be made via transfer to W5processing.Inc’s designated bank account or through the secure client portal. Payment instructions are provided in your invoice or account dashboard.
6. Confidentiality
6.1. Mutual Confidentiality Obligations
Both you and W5processing.Inc agree to keep confidential and not disclose or use any Confidential Information of the other party except as necessary to perform our obligations or exercise our rights under these Terms. The receiving party of any Confidential Information shall use the same degree of care to protect it as it uses to protect its own confidential information of similar nature, but in no event less than a reasonable standard of care.
6.2. Scope of Confidential Information
For clarity, your Client Data is your Confidential Information. We will treat all Client Data (including any personal or health information within it) as Confidential Information and will not disclose it to any third party except as permitted under these Terms (for example, to our AI Provider Anthropic solely for the purpose of providing the Service, or to our subcontractors who need access to perform the Service and are bound by confidentiality obligations). W5processing.Inc’s Confidential Information may include the pricing terms offered to you, the details of the Service’s functionality, or any non-public information about our technology or business plans that we might share with you. However, Confidential Information does not include information that is: (a) already public or becomes public through no fault of the receiving party; (b) obtained by the receiving party from another source without a breach of any obligation of confidentiality; (c) independently developed by the receiving party without reference to the disclosing party’s information; or (d) required to be disclosed by law or court order (in which case the receiving party shall, if legally permissible, give prompt notice to the disclosing party and cooperate in any effort to obtain confidential treatment for the information).
6.3. Permitted Use and Disclosure
Each party (as a receiving party) may use Confidential Information of the other only for the purpose of fulfilling its obligations under these Terms (for example, we use your Client Data only to process and return results to you). Neither party will disclose the other’s Confidential Information to any person or entity except its own employees, subcontractors, or professional advisors who need to know the information for the purposes of the Agreement and who are bound by confidentiality obligations at least as protective as those in these Terms. The receiving party will be responsible for any breach of confidentiality by its personnel or representatives.
6.4. Data Access by AI Provider
You acknowledge that sending your Client Data to our Service necessarily involves sending that data to Anthropic (our AI Provider) for processing. Anthropic will receive and process your data only to provide the AI Outputs and for no other purpose, in accordance with the Anthropic Terms and data protection commitments. Anthropic is contractually bound to maintain the confidentiality of your data and not to use it except to provide the service (and to not retain or use it for training, as noted in Section 3). The Anthropic Terms are available here.
W5processing.Inc has ensured that Anthropic, as a critical sub-processor, is under obligations of confidentiality and security equivalent to those W5processing.Inc has to you. In essence, anyone we allow to access your Confidential Information (such as Anthropic or other subprocessors) will be bound to protect it just as we are.
6.5. Duration of Confidentiality Obligation
The obligations in this Section 6 will continue throughout the term of this Agreement and survive termination of the Agreement for so long as the information remains confidential or a trade secret (in the case of trade secrets, these obligations shall survive indefinitely, or for the maximum duration allowed by applicable law).
6.6. Remedies
You acknowledge that unauthorized use or disclosure of your Confidential Information (including Client Data) by W5processing.Inc could cause irreparable harm. Likewise, W5processing.Inc acknowledges the same regarding its Confidential Information. Therefore, both parties agree that the harmed party may seek immediate injunctive relief in addition to any other legal remedies in the event of a breach or threatened breach of this Section.
7. Data Privacy and Security
7.1. Compliance with Data Protection Laws
W5processing.Inc is firmly committed to protecting personal and health information. We will comply with all applicable data protection and privacy laws in the performance of the Services, including HIPAA for U.S. health information and PIPEDA for Canadian personal information (as well as any applicable state, provincial, or federal privacy laws that apply to the data in question). Each party agrees to comply with such laws to the extent they apply to that party’s activities under this Agreement. This includes, for W5processing.Inc, compliance with laws as a service provider or “Business Associate,” and for the Client, compliance as a data controller or “Covered Entity” (as those terms may apply under relevant laws).
7.2. HIPAA (U.S. Health Information)
If you are a Covered Entity or a Business Associate under HIPAA and will be disclosing Protected Health Information (PHI) to W5processing.Inc for processing, W5processing.Inc agrees to comply with HIPAA requirements applicable to Business Associates. Specifically, W5processing.Inc will:
• Use and disclose PHI only as permitted or required by these Terms and by the applicable Business Associate Agreement (or “BAA”) with you, or as required by law.
• Implement appropriate administrative, physical, and technical safeguards to protect the confidentiality, integrity, and availability of PHI, as required by 45 C.F.R. §§ 164.308, 164.310, and 164.312.
• Without unreasonable delay, report to you any unauthorized use or disclosure of PHI or any security incident or breach of unsecured PHI of which we become aware, in accordance with the requirements of 45 C.F.R. §§ 164.400–414.
• Ensure that any subcontractors (including Anthropic, to the extent it may be exposed to PHI) that create, receive, or transmit PHI on our behalf agree to the same restrictions and conditions that apply to us with respect to such information, as per 45 C.F.R. § 164.502(e)(1)(ii).
• Make available information as necessary to allow you (the Covered Entity) to fulfill your obligations to provide individuals with access to their PHI, to amend PHI, and to provide an accounting of disclosures, as required by 45 C.F.R. § 164.504(e)(2)(ii)(E)–(G).
• Upon termination of our relationship, return or destroy (at your choice and if feasible) all PHI received from you, or created for you, that we still maintain, and retain no copies, as required by 45 C.F.R. § 164.504(e)(2)(ii)(J), except to the extent retention is required by law or not feasible (in which case we will extend the protections of the BAA to the retained PHI).
• Make our internal practices, books, and records relating to the use and disclosure of PHI available to the U.S. Department of Health and Human Services (HHS) for purposes of determining compliance with HIPAA.
We are willing to enter into a formal Business Associate Agreement with you to further document these obligations. In the event of a conflict between this Section 7.2 (and any related provisions in these Terms) and a signed BAA between you and W5processing.Inc, the terms of the BAA will prevail with respect to PHI. Nothing in these Terms limits or reduces our obligations under HIPAA; rather, these Terms (and any BAA) are intended to implement and be consistent with HIPAA’s requirements.
7.3. PIPEDA (Canadian Personal Information)
For Clients subject to Canadian law, W5processing.Inc will handle personal information in accordance with PIPEDA’s principles of accountability, identifying purposes, consent, limiting use, disclosure, and retention, accuracy, safeguards, openness, individual access, and challenge to compliance. In practice, this means:
• Accountability: We have designated a privacy officer responsible for our PIPEDA compliance. We also require any third-party subprocessors (like Anthropic, if handling personal info of Canadians) to adhere to similar standards.
• Identifying Purposes and Consent: We will use personal information only for the purposes of providing the Services (i.e., processing documents and delivering outputs to you) and for related purposes described in these Terms. By entering into these Terms and submitting personal information to the Service, you represent and warrant that you have obtained any necessary consent from the individuals to whom the information pertains, or that another legal basis for processing (such as a valid business purpose or legal requirement) applies. The Company relies on you to ensure that individuals’ data can be lawfully shared with us for processing. We do not use personal information for secondary purposes such as marketing or analytics unrelated to the Service without consent.
• Limiting Collection: We limit the personal information we collect to only that which is necessary to provide the Service. We do not collect information from you that is not needed for document processing.
• Limiting Use, Disclosure, and Retention: The Company will not use or disclose personal information for purposes other than those for which it was collected, except with your instruction, the individual’s consent, or as required by law. We will not sell or divulge personal information to third parties for marketing or any unrelated purposes. We retain personal information only as long as necessary to fulfill the processing purpose (see Section 8 on Data Retention for details on our limited retention policy) or as required by law. When personal information is no longer required, we will securely destroy or anonymize it.
• Accuracy: We will rely on you to provide accurate and up-to-date personal information. Any outputs or summaries we generate are based on the accuracy of the input data. If you become aware of errors in personal information or outputs, you should notify us so we can assist in correcting or deleting the information as needed.
• Safeguards: We implement strong security safeguards to protect personal information under our control. This includes encryption of data in transit to the AI Provider (e.g., via TLS), encryption at rest (for any data temporarily stored on our systems), access controls to ensure only authorized personnel can access data, and regular training of our staff on privacy duties. We also monitor our systems for potential vulnerabilities and have an incident response plan for any security issues.
• Openness and Individual Access: We maintain a Privacy Policy (available on our website) that provides more detail on our privacy practices. If an individual whose personal information we process on your behalf requests access or correction of their data, we will assist you in responding to that request in accordance with applicable law. For instance, if a patient whose records were summarized by our Service seeks a copy of that summary or wants to correct information, we will cooperate with you to facilitate that (provided you have verified the identity and authority of the requester).
• Challenging Compliance: If you or any data subject has questions or complaints about our privacy practices, we will address them promptly. You (and data subjects, through you or via our contact information) may contact our privacy officer at info@w5processing.com with any concerns. We will investigate and respond to privacy complaints in a timely manner.
By using the Service, you agree that W5processing.Inc may transfer and store Client Data (including personal information) in the United States or other jurisdictions in which we or our subprocessors operate. We will ensure that any such transfers comply with applicable cross-border data transfer requirements. For example, if we process data from Canada in the U.S., we will protect it with the same level of security and privacy safeguards as we would under Canadian law, and we will comply with any contractual or statutory requirements for transferring data out of Canada.
7.4. Data Security Measures
W5processing.Inc maintains a comprehensive information security program designed to protect Client Data. Without limiting the generality of the foregoing, we implement measures including:
• Encryption: All data transmissions between you and the Service (and between the Service and Anthropic’s API) are protected by industry-standard encryption (HTTPS/TLS). Sensitive data at rest on our systems (if any is stored even temporarily) is encrypted using strong encryption algorithms.
• Access Controls: Access to systems that store or process Client Data is limited to authorized personnel who require access for their job duties. We employ authentication measures, logging, and, where feasible, multi-factor authentication for administrative access.
• Audits and Assessments: We periodically review our security policies and practices. We may undergo third-party security assessments or certifications to validate our controls (we can provide a summary of these controls or certifications upon request, subject to confidentiality).
• Incident Response: In the event of any data breach or security incident affecting Client Data, W5processing.Inc will promptly notify you in accordance with applicable law (as noted in Section 7.2 for PHI and generally for personal information) and will provide timely updates on our investigation and remediation efforts. We will cooperate with you in any reasonable efforts to remediate the issue and mitigate harm, including providing information needed for you to fulfill any legal notification obligations.
In the event of a confirmed data breach involving Client Data, including any personal or health information, W5processing.Inc will provide notification to affected clients in accordance with applicable laws. This includes notification within 60 calendar days under the HIPAA Breach Notification Rule and as soon as feasible under PIPEDA. We will provide timely updates and cooperate with your regulatory disclosure obligations if applicable.
7.5. Data Processing as Agent
In performing the Services, W5processing.Inc acts as your agent or data processor. This means that we process personal and health information on your behalf and under your direction. You retain the role of data controller (or equivalent, such as “covered entity” under HIPAA) for the information you provide. We will not use or disclose personal information except as instructed by you (through your use of the Service and as described in these Terms). If any law requires us to process or disclose data beyond your instructions (for example, a court order), we will notify you (unless legally prohibited) so you have an opportunity to object or seek protection.
8. Ownership of Data and Intellectual Property
8.1. Client Data Ownership
As between you and W5processing.Inc, you retain all ownership and intellectual property rights in your Client Data. W5processing.Inc does not claim any ownership rights in the content of the documents or information you provide to the Service. All original documents, materials, and information that you upload remain your property (or the property of your licensors).
8.2. Outputs Ownership
You also own the Outputs (results) generated by the Service from your Client Data. The intent of the Service is to analyze and summarize your data for your use; therefore, the summaries, recognition results, and any reports generated are considered part of your Client Data and belong to you. To the extent any Output could be considered derived from the AI model or co-owned by W5processing.Inc or its AI Provider by operation of law, we hereby assign to you all right, title, and interest in and to such Outputs. This assignment is conditioned on your compliance with these Terms and is to the maximum extent permitted by law.
(In other words, you have full rights to use the AI-generated results from your data as you see fit, for internal purposes or otherwise, subject to any confidentiality obligations or legal restrictions on the underlying data.)
8.3. License to Company
In order for us to provide the Services to you, you grant W5processing.Inc a license to use, process, transmit, and display your Client Data solely for the purpose of operating the Services and fulfilling your requests. This license is non-exclusive, worldwide, royalty-free, and limited to the term of our Agreement. We do not have the right to use your Client Data for any other purposes (such as developing our own products, advertising, or training AI models) beyond providing the Service to you.
The only exceptions are:
• (a) we may use anonymized or aggregated data (stripped of personal identifiers and not containing any confidential details) to analyze and improve our service performance or for reporting on usage in general terms, provided that such use does not disclose any Client Confidential Information or personally identify any individual or your organization; and
• (b) we may disclose your data if and as required by law or legal process, in which case we will follow the procedures for Confidential Information as outlined in Section 6 (e.g., giving notice where permitted).
8.4. Company Intellectual Property
W5processing.Inc retains all ownership and intellectual property rights in and to the Services themselves, including all software, code, algorithms, models (other than Anthropic’s AI model, which is owned by Anthropic), documentation, website content, and any improvements or modifications to the Service. This also includes any content or materials provided by W5processing.Inc that are not part of your Client Data (for example, any templates, general knowledge base content, or software used to deliver the summaries).
You are granted a limited, revocable license to use the Service and any deliverables we provide to you for your internal business purposes and in accordance with these Terms. You may not copy, distribute, modify, or create derivative works of our software or content except as permitted in these Terms or with our express written permission. All rights not expressly granted to you are reserved by W5processing.Inc.
8.5. Feedback
If you provide feedback, suggestions, or recommendations to W5processing.Inc regarding the Services (“Feedback”), we may use such Feedback to improve or enhance our Services without any obligation to you. You agree that any Feedback you provide is given voluntarily and we are free to use it without restriction or compensation. Any improvements or enhancements based on such Feedback will remain the property of W5processing.Inc.
8.6. Third-Party IP and Indemnity
We warrant that the Services, when used in accordance with these Terms, do not knowingly infringe any third-party intellectual property rights. W5processing.Inc will defend and indemnify you against any third-party claims that the core Service (excluding Client Data or third-party components like Anthropic) infringes a copyright, patent, or trademark, provided that you promptly notify us of the claim, allow us to control the defense/settlement of the claim, and cooperate with us. (This indemnification is subject to any limitations in Section 10 below.)
If the Service is found to infringe IP, we may modify the Service to be non-infringing or terminate the Service with a pro-rated refund for any prepaid fees for the unused portion of the Service term. This Section does not apply to claims arising from your misuse of the Service or combination of the Service with other products not provided by W5processing.Inc.
9. Data Retention and Deletion
9.1. Temporary Retention for Processing
W5processing.Inc’s policy is not to store Client Data longer than necessary to perform the document processing and deliver results to you. During the processing workflow, your documents and data may be stored in memory and in temporary storage on our systems and within the AI Provider’s systems. This retention is transient and for the purpose of enabling the Service (for example, storing a document long enough to break it into sections, send to the AI for analysis, and compile the summary).
9.2. Post-Processing Deletion
Unless otherwise agreed, once the processing of your documents is complete and the results have been delivered to you, W5processing.Inc will promptly delete or anonymize the Client Data. Specifically, we will remove the content of uploaded documents and any generated output from our active systems within [X] days of completion of processing (often much sooner, as the data might be held only in memory). We do not maintain archives of your original documents or the AI’s detailed analysis beyond delivering the summary or output, except as noted in Section 9.3 below. It is your responsibility to securely download and save any outputs or reports from the Service, as they may not be recoverable from our system after the deletion period.
9.3. Logs and Metadata
W5processing.Inc may retain certain metadata or logs of Service usage that do not contain the content of your documents. This may include records such as transaction timestamps, sizes of files processed, usage volumes, and other operational metrics. These are retained for purposes of billing, auditing, service improvement, or legal compliance. Such logs do not include the actual text or images from your documents except possibly brief snippets needed for error logs or trace logs, and even those (if any) will be purged periodically. Any retained metadata will remain subject to confidentiality and security obligations. Additionally, if retention of certain Client Data is required by law or for the resolution of a legal dispute, we will retain that specific data only for the duration required (and it will remain protected and confidential).
9.4. Client Deletion Requests
If you request deletion of Client Data sooner than our standard schedule (for example, if you mistakenly uploaded the wrong document and want it purged), you may contact us at any time. We will make commercially reasonable efforts to accommodate prompt deletion of Client Data from our systems upon your request, to the extent we are able to do so and consistent with applicable law. Please note that deletion from backups may take additional time; our backup systems are typically overwritten or purged on a rolling basis and are accessible only for disaster recovery purposes. Any Client Data that remains in backup form will continue to be safeguarded until automatically deleted in the ordinary course.
9.5. Aggregate Data
As mentioned in Section 8.3, we may retain and use aggregated or anonymized data that is derived from your use of the Service (such as overall volume of documents processed or common error rates) as long as such data does not identify you or any individual and contains no personal or confidential content. This aggregated data helps us understand how the Service is used and improve it, and it does not constitute Client Data once anonymized. We will not attempt to re-identify any individual from anonymized data.
10. Disclaimers of Warranties
10.1. “As-Is” Basis
The Services are provided on an “AS IS” and “AS AVAILABLE” basis. While W5processing.Inc strives to provide a high-quality and reliable service, we make no warranties or conditions of any kind, whether express, implied, or statutory, regarding the Services. This includes, without limitation, no warranty that the Services will be uninterrupted, error-free, or meet your specific requirements or expectations.
10.2. No Implied Warranties
To the maximum extent permitted by applicable law, we expressly disclaim all implied warranties and conditions, including any implied warranties of merchantability, merchantable quality, fitness for a particular purpose, title, non-infringement, quality, accuracy, or arising from a course of dealing or usage in trade. You assume all risk as to the quality and performance of the Services and the accuracy of any Outputs.
10.3. Not Legal or Medical Advice
You acknowledge that the outputs and summaries provided by the Service (even if technically accurate) do not constitute professional advice of any kind. W5processing.Inc is not a law firm, medical provider, or financial advisor. The Outputs are not reviewed, certified, or approved by licensed professionals and must not be interpreted as medical diagnoses, legal opinions, compliance guidance, or any other regulated advisory. You are solely responsible for how you interpret and use the Service’s results and agree to apply appropriate expert validation before taking any action based on AI-generated content.
10.4. AI Limitations
W5processing.Inc does not guarantee that the AI algorithms will perfectly analyze or summarize documents in every case. There may be documents that are poorly scanned, illegible, or so complex that the AI cannot handle them adequately. Errors or omissions in Outputs (such as missing a key detail in a medical file or incorrectly recognizing a medical term) are possible. We will, at your request, re-process documents that you believe were incorrectly handled (when feasible) or work with you to mitigate issues, but we do not warrant that the Service is foolproof or that it will achieve any particular level of accuracy or completeness.
10.5. Third-Party Services Disclaimer
Any third-party services, software, or content (including the AI Provider’s service, cloud hosting services, or any third-party plugins) that W5processing.Inc uses or makes available to you with the Services are provided “as is” without any warranty of any kind from W5processing.Inc. We do not guarantee any results from third-party services and we are not responsible for third-party outages or failures that impact our Services. This disclaimer is in line with Section 3 above, emphasizing that Anthropic (as the AI Provider) makes no warranty to us or you beyond what is stated in the Anthropic Terms, and thus we pass through those same warranty limitations to you.
10.6. Jurisdictional Exceptions
Some jurisdictions do not allow the exclusion of certain warranties or conditions. To the extent that applicable law in a particular jurisdiction does not permit the exclusion of certain warranties, such warranties are not excluded by W5processing.Inc in that jurisdiction, but only to the extent required by law. In such cases, our liability for breach of any such warranty that cannot be excluded is limited (at our option) to re-performing the Service or refunding the price of the Service (if paid).
11. Limitation of Liability
11.1. Indirect Damages Excluded
To the fullest extent permitted by applicable law, in no event will W5processing.Inc or its affiliates, officers, directors, employees, or agents be liable to the Client or any third party for any indirect, incidental, consequential, special, punitive, or exemplary damages whatsoever, arising out of or related to these Terms or the Services, even if W5processing.Inc has been advised of the possibility of such damages or could have foreseen them. This exclusion includes, without limitation, any damages for lost profits or revenue, loss of data, loss of anticipated savings, business interruption, loss of goodwill, or the cost of procurement of substitute services.
11.2. Cap on Liability
W5processing.Inc’s total cumulative liability to you for all claims arising out of or relating to the Services or these Terms (whether in contract, tort, negligence, strict liability, or any other legal theory) shall not exceed USD $50,000. This monetary cap is an aggregate for all claims and causes of action. (For example, if the monetary cap is $50,000, and multiple incidents occur, the total compensation for all incidents combined will not exceed $50,000.) If a different liability cap is specified in a separately executed agreement or order form between you and W5processing.Inc, that specific cap will apply instead of the cap stated in this Section.
11.3. Limited Remedies
Your exclusive remedies for any breach or dissatisfaction with the Service are (a) to terminate use of the Service, and (b) where applicable, seek direct damages up to the limit set forth in Section 11.2. You agree that the pricing and terms of the Service reflect the allocation of risk and the limitation of liability specified herein, and that the Service would not be provided without such limitations.
11.4. Exceptions
The above limitations and exclusions of liability (Sections 11.1 and 11.2) shall not apply to:
• (a) any liability resulting from a party’s gross negligence or willful misconduct;
• (b) a party’s indemnification obligations under these Terms (for example, a breach of Section 8.6 regarding IP infringement, or Section 12 below, if applicable);
• (c) your payment obligations for the Services (i.e., amounts owed by you are not limited by the cap in 11.2); or
• (d) liability that cannot be limited or excluded by law, such as certain statutory liabilities under product liability law or in some jurisdictions, damages caused intentionally or for certain breaches of privacy/security laws.
However, to the extent that any part of such liability can be limited under applicable law, it is limited to the smallest extent permissible.
11.5. Anthropic’s Liability
You acknowledge and agree that the AI functionality used within the Service is provided by our third-party AI Provider, Anthropic, under commercial terms that include specific limitations of liability. W5processing.Inc shall not be held liable for any damages, losses, or failures related to the AI components beyond the scope of what Anthropic has agreed to cover under its own terms of service. In no event shall W5processing.Inc’s liability for issues arising from AI-generated content exceed the limits or obligations that Anthropic would owe if such claim were made directly against Anthropic. You agree to assume full responsibility for the use of AI Outputs, even if Anthropic declines or limits its own liability.
(For example, if Anthropic’s terms cap their liability at the amount paid for their service or $X, whichever is greater, for direct damages, then W5processing.Inc’s liability for AI-caused damages will likewise be capped at that amount in relation to your use of the AI through our Service.)
12. Indemnification
12.1. Client Indemnity
You agree to indemnify, defend, and hold harmless W5processing.Inc and its affiliates, and their respective directors, officers, employees, and agents, from and against any and all third-party claims, demands, suits, or proceedings, and all related liabilities, damages, losses, fines, penalties, costs, or expenses (including reasonable attorneys’ fees) arising out of or related to:
• (a) your breach of any provision of these Terms (including any warranties or representations you make herein);
• (b) your violation of any law or regulation in connection with your use of the Services (for example, if you use the Service in a way that violates HIPAA, PIPEDA, or other privacy laws, or if you lack proper authority or consent to share the data you provided);
• (c) any allegations that the Client Data (as provided by you) or the use of Client Data in the Service infringes or misappropriates the intellectual property rights or privacy rights of a third party; or
• (d) your use of the Services (including the AI Outputs) in a manner that causes harm or injury to any third party (for instance, using an incorrect AI-generated summary to make a decision that harms an individual, if that use was contrary to our Terms or without appropriate verification).
This indemnification obligation will survive any termination or expiration of these Terms.
12.2. Company Indemnity
W5processing.Inc agrees to indemnify and hold you harmless (and your officers, directors, and employees) from any third-party claims and liabilities arising from:
• (a) an allegation that the Services as provided by W5processing.Inc (excluding any Client Data or third-party services) infringe a third party’s intellectual property rights (covered in Section 8.6 above); or
• (b) W5processing.Inc’s material breach of its obligations under Section 6 (Confidentiality) or Section 7 (Data Privacy and Security) that results in an unauthorized disclosure of Client Data, but only to the extent that such breach is caused by W5processing.Inc’s negligence or willful misconduct and not by a failure of Anthropic or another third-party subprocessor.
For clarity, if a data breach occurs solely due to a vulnerability in Anthropic’s systems despite our compliance with our obligations, W5processing.Inc will assist you and Anthropic in resolving the issue, but W5processing.Inc may invoke the liability limitations in Section 11 with respect to direct liability to you. The indemnity in this Section 12.2 applies to the extent that the issue is within W5processing.Inc’s control and not caused by your own actions or a third party you provided.
12.3. Indemnification Process
The indemnified party (whether W5processing.Inc or you) shall:
• (i) promptly notify the indemnifying party in writing of the claim (provided that failure to do so promptly will only relieve the indemnifying party of its obligations to the extent it is materially prejudiced by the delay);
• (ii) give the indemnifying party sole control of the defense and settlement of the claim (except that the indemnifying party shall not settle any claim in a manner that admits fault or liability of the indemnified party or imposes non-monetary obligations on the indemnified party without that party’s prior written consent, not to be unreasonably withheld); and
• (iii) provide the indemnifying party with all reasonable assistance, at the indemnifying party’s expense, in defending the claim.
The indemnified party may participate in the defense with its own counsel at its own expense.
12.4. Exclusive Remedy
The indemnification provisions in this Section 12 are the exclusive remedy for third-party claims of the types described in Sections 12.1 and 12.2, respectively.
13. Term and Termination
13.1. Term
These Terms are effective as of the date you first agree to them (or first use the Services, if earlier) and will remain in effect until terminated as provided herein. If you have a separate written agreement or order form that specifies a subscription term or duration for the Services, these Terms will align with that term.
13.2. Termination by Client
You may terminate these Terms for convenience by ceasing to use the Service and, if applicable, providing written notice to W5processing.Inc. If you have a paid subscription or ongoing contract, you may terminate in accordance with the cancellation provisions of that contract (e.g., at the end of a billing period, with prior notice as required). Please note that simply discontinuing use of the Service may not relieve you of responsibility for any accrued fees or charges under an active subscription or agreement.
13.3. Termination by Company
W5processing.Inc may suspend or terminate your access to the Services and/or terminate these Terms:
• (a) if you breach any material term of these Terms and (if curable) fail to cure the breach within 30 days after receiving written notice from us specifying the breach (or immediately, without notice, if the breach is not curable or if it severely harms the Company’s rights or any third party, such as a breach of confidentiality or misuse of data);
• (b) if you fail to pay any applicable fees when due (following a payment default notice and a reasonable opportunity to cure such non-payment); or
• (c) if W5processing.Inc ceases to offer the Services to similarly situated customers generally (for example, if we shut down the Service entirely, in which case we will provide you as much prior notice as reasonably practicable).
13.4. Effect of Termination
Upon termination or expiration of these Terms for any reason:
• (i) your rights to access and use the Services will immediately end;
• (ii) each party will either return or destroy the other party’s Confidential Information in its possession (at the disclosing party’s request, and except that W5processing.Inc may retain Client Data as required under Section 9.3 or any data that must be retained for legal compliance, subject to continued confidentiality); and
• (iii) if you have terminated due to our uncured breach, we will refund any pre-paid fees on a pro-rata basis for the remaining unused term; if we terminated due to your breach, any fees paid are non-refundable and any fees owed for the remaining term of a subscription become immediately due (as liquidated damages reflecting the agreed-upon price, not a penalty).
All provisions of these Terms which by their nature should survive termination (such as indemnities, limitations of liability, confidentiality obligations, governing law, etc.) shall survive.
13.5. Retrieval of Data
We understand the importance of your data. Upon termination (except termination due to your material breach), you will generally have a brief period (for example, 30 days) to request final access to or export of your Outputs or any stored Client Data that remains on our systems. We encourage you to maintain your own backups of all inputs and outputs, as our system is primarily transient. After any such period or if no request is made, we will proceed with deletion of data as per Section 9.
14. Governing Law and Dispute Resolution
14.1. Governing Law
This Agreement and any disputes arising out of or relating to the Services or these Terms shall be governed by and construed in accordance with:
• If the Client is based in Canada: the laws of the Province of Ontario, Canada, and the federal laws of Canada applicable therein, without regard to conflict of law principles.
• If the Client is based in the United States (or anywhere outside of Canada): the laws of the State of New York, USA, and the applicable federal laws of the United States, without regard to conflict of law principles.
In either case, the United Nations Convention on Contracts for the International Sale of Goods does not apply to these Terms.
We choose the above laws to provide clarity depending on our client’s location; however, note that your use of the Service must also comply with any other mandatory laws applicable (for example, privacy laws as discussed in Section 7, or other regulatory requirements in your industry). The choice of governing law is only for what law will be used to interpret this contract and adjudicate disputes between us.
14.2. Jurisdiction and Venue
Subject to the arbitration provision in Section 14.3 (if applicable), the parties agree to the following jurisdiction for the resolution of any disputes, lawsuits, or legal proceedings arising out of or relating to these Terms or the Services:
• If Canadian law applies: the parties submit to the exclusive jurisdiction of the courts of the Province of Ontario (and appellate courts thereto), specifically the courts located in the City of Toronto, Ontario.
• If New York/US law applies: the parties submit to the exclusive jurisdiction of the state or federal courts located in New York, New York, USA.
Each party waives any objection to the venue of such courts on grounds of forum non conveniens or otherwise, and agrees not to argue that such courts are an inconvenient forum. Notwithstanding the above, W5processing.Inc may seek injunctive or other equitable relief in any court of competent jurisdiction to prevent immediate and irreparable harm.
14.3. Dispute Resolution Process
(Optional clause—activated upon mutual agreement.)
In the interest of resolving disputes efficiently, the parties agree to first attempt to resolve any dispute informally. The aggrieved party shall notify the other in writing of the nature of the dispute and any proposed resolution. Representatives of each party shall meet (or confer by telephone/videoconference) within 15 days of such notice to try to resolve the dispute. If the dispute remains unresolved after 30 days from the initial notice, then, upon mutual agreement, the parties may submit the dispute to mediation or binding arbitration. If arbitration is agreed:
• U.S. disputes will follow the rules of the American Arbitration Association;
• Canadian disputes will follow the rules of the ADR Institute of Canada;
• Arbitration will occur in Toronto or New York (per Section 14.2), unless otherwise agreed;
• Each party will bear its own attorneys’ fees and share the arbitrator’s fees equally, unless the arbitrator decides otherwise.
This Section does not prevent either party from proceeding to court if a timely resolution is not reached, unless a separate arbitration agreement is signed.
14.4. Class Action Waiver
To the extent permitted by law, the parties agree that any claims against each other will be brought solely in their individual capacities, and not as a plaintiff or class member in any purported class or representative proceeding. This means you may not seek relief that would affect other Service users and vice versa.
14.5. Prevailing Party
In any action or proceeding to enforce rights under these Terms, the prevailing party will be entitled to recover its reasonable costs and attorneys’ fees from the other party, in addition to any other relief granted, except as may be limited by Section 12 or by the decision of an arbitrator if arbitration is used.
15. Miscellaneous
15.1. Entire Agreement
These Terms (along with any referenced documents, such as the Anthropic Terms, any Business Associate Agreement for HIPAA, and any Order Form or Master Services Agreement between you and W5processing.Inc) constitute the entire agreement between you and W5processing.Inc with respect to the Services and supersede all prior or contemporaneous understandings, agreements, negotiations, representations, and warranties, whether written or oral. In the event of a conflict between these Terms and a separately negotiated and signed agreement between you and W5processing.Inc, the terms of the signed agreement shall prevail.
15.2. Amendments
W5processing.Inc may update or modify these Terms from time to time. If we make a material change to these Terms, we will notify you by posting the revised Terms on our website and updating the “Last Updated” date, or by sending an email to the address associated with your account. Your continued use of the Services after the effective date of the revised Terms constitutes your acceptance of the changes. If you do not agree to the updated Terms, you must stop using the Services. For clients with a separate written agreement, changes to these online Terms will not retroactively modify that agreement, but may apply upon renewal or new orders if so specified.
15.3. Severability
If any provision of these Terms is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, that provision shall be enforced to the maximum extent permissible and the remaining provisions of these Terms will remain in full force and effect. The parties will negotiate in good faith a valid, legal, and enforceable substitute provision that most nearly reflects the original intent of the unenforceable provision.
15.4. Waiver
No failure or delay by either party in exercising any right, power, or remedy under these Terms (except as explicitly provided to the contrary) shall operate as a waiver thereof. A waiver of one provision shall not be deemed a waiver of any other provision or of the same provision on another occasion. Any waiver must be in writing and signed by the party granting the waiver to be effective.
15.5. Assignment
You may not assign or transfer these Terms (or any of your rights or obligations hereunder) without the prior written consent of W5processing.Inc, except to a successor entity in the case of a merger, acquisition, or sale of substantially all assets, provided that you give us prompt written notice of the assignment and the assignee agrees in writing to assume all obligations under these Terms. W5processing.Inc may assign or transfer these Terms freely to an affiliate or in connection with a merger, acquisition, or sale of assets, or by operation of law. These Terms will bind and inure to the benefit of the parties and their respective permitted successors and assigns.
15.6. Relationship of the Parties
The parties are independent contractors. Nothing in these Terms shall be construed to create a partnership, joint venture, franchise, or agency relationship between W5processing.Inc and you. Neither party has the authority to bind the other or incur obligations on the other’s behalf without the other’s prior written consent.
15.7. No Third-Party Beneficiaries
Except as explicitly provided in Section 3.5 (with respect to Anthropic’s rights) or Section 12 (Indemnification) where applicable to indemnified parties, there are no third-party beneficiaries to these Terms. This Agreement is intended solely for the benefit of W5processing.Inc and the Client and their respective permitted successors and assigns.
15.8. Force Majeure
W5processing.Inc will not be liable for any delay or failure to perform its obligations under these Terms if such delay or failure arises from any cause or causes beyond our reasonable control. Such causes may include, but are not limited to: acts of God, floods, fires, earthquakes, pandemics, acts of government, war, civil unrest, acts of terror, strikes or other labor problems (excluding those involving our employees), internet or telecommunication outages, service disruptions by our hosting providers or AI Provider, or any other force majeure event. In the event of a force majeure, we will notify you as soon as practicable and will use commercially reasonable efforts to resume performance. The time for performance will be extended for a period equal to the duration of the force majeure event.
15.9. Communications and Notices
You agree that we may contact you and send you notices (including notices of changes to the Terms or other matters) by email to the address you have provided, by postal mail (if you provide a mailing address), or by posting on our website or within the Service interface. Official legal notices to W5processing.Inc should be sent to the Company’s registered address or principal business address (as listed on our website), with a copy to our legal department at legal@w5processing.com. Notices will be deemed given:
• (a) if by email, when the email is sent (without a bounce-back or error message, and provided that a copy is also sent by another method if requested);
• (b) if by postal mail, on the date of delivery as confirmed by a courier or postal tracking; or
• (c) if by posting online, upon your next login or access of the Service or our website after the posting.
15.10. Language
These Terms are drafted in English at the express request of the parties.
Les parties ont expressément exigé que ces modalités soient rédigées en anglais.
(If these Terms are translated into another language, the English version will prevail to the extent of any inconsistency.)